Cutrale-Safra will walk away from the deal if Chiquita shareholders vote for a planned merger with Irish rival Fyffes Plc FFY.I at a special meeting on Oct. 24, said the source, who requested anonymity because the matter is private.

Earlier in the day, Cutrale-Safra said their offer for the U.S.-based banana producer will be binding through Oct. 26. Chiquita's board said on Thursday that Cutrale-Safra's offer was "inadequate" and asked shareholders to back the Fyffes tie-up.

Shares of Chiquita shed 1 percent to $13.48 in New York afternoon trading. Fyffes jumped 3.5 percent to 0.988 euros.